8-K

                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                   Form 8-K

                                CURRENT REPORT

                    Pursuant to Section 13 or 15(d) of the
                        Securities Exchange Act of 1934

      Date of Report (Date of earliest event reported): November 21, 2002

                      AMERICAN WATER WORKS COMPANY, INC.
                ----------------------------------------------
              (Exact name of registrant specified in its charter)

           Delaware                    0001-03437           51-0063696
- -------------------------------       ------------      -----------------
(State or other Jurisdiction          (Commission       (I.R.S. Employer
      of Incorporation)               File Number)     Identification No.)

  1025 Laurel Oak Road, P.O. Box 1770 Voorhees, NJ             08043
- -----------------------------------------------------   -----------------
        (Address of principal executive offices)             (Zip Code)

      Registrant's telephone number, including area code: (856) 346-8200



ITEM 5.  OTHER EVENTS.

     On November 21, 2002, American Water Works Company, Inc. issued a press
release announcing the receipt of certain state regulatory approvals in
respect of its proposed merger with a subsidiary of RWE AG. The press release
is attached to this Form 8-K as Exhibit 99.1.

ITEM 7:  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL STATEMENTS AND EXHIBITS.

          (a) Not applicable.

          (b) Not applicable.

          (c) Exhibits.

     The exhibit listed below and in the accompanying Exhibit Index is filed
as part of this Current Report on Form 8-K.

Exhibit No.     Description
- -----------     -----------

99.1            Press Release, dated as of November 21, 2002, of American Water
                Works Company, Inc.



                                  SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                       AMERICAN WATER WORKS COMPANY, INC.


                                       By:   /s/ W. Timothy Pohl
                                           ------------------------------------
                                           Name:  W. Timothy Pohl
                                           Title: General Counsel and Secretary


Date:  November 21, 2002



                                EXHIBIT INDEX

Exhibit No.     Description
- -----------     -----------

99.1            Press Release, dated as of November 21, 2002, of American Water
                Works Company, Inc.

EX-99.1

                                                                  Exhibit 99.1




FOR IMMEDIATE RELEASE


         James E. Harrison
         Vice President, Investor Relations
         856-346-8207
         www.amwater.com


               American Water Works Receives Regulatory Approval
                  In Three More States for Acquisition by RWE


     Voorhees, NJ - November 21, 2002 - American Water Works Company, Inc.
(NYSE:AWK) announced that yesterday approvals were received from state
regulatory agencies in Illinois, New Jersey and New York for the Company's
acquisition by RWE AG. Requests for regulatory approval are still pending in
Arizona, California and West Virginia. The Public Service Commission in West
Virginia approved the transaction on October 23, 2002, and that approval is
expected to become effective upon the resolution of certain pending procedural
issues.

     The Company also reported that on November 15, 2002 the Administrative
Law Judge (ALJ) that conducted the investigation of the request in California
issued a recommendation that the California Public Utility Commission approve
the transaction with conditions. The ALJ's decision was received one month
earlier than anticipated by the original calendar established by the
Commission.

     As a result of these recent developments, the Company now anticipates the
acquisition by RWE AG may occur during the first quarter of 2003.

     Forward looking statements in this report, including, without limitation,
     statements relating to the Company's plans, strategies, objectives,
     expectations, intentions and adequacy of resources, are made pursuant to
     the safe harbor provisions of the U.S. Private Securities Litigation
     Reform Act of 1995. These forward looking statements involve known and
     unknown risks, uncertainties and other factors that may cause the actual
     results, performance or achievements of the Company to be materially
     different from any future results, performance or achievements expressed
     or implied by such forward looking statements. These factors include,
     among others, the following: the success of pending applications for rate
     increases, inability to obtain, or to meet conditions imposed for,
     regulatory approval of pending acquisitions, weather conditions that tend
     to extremes of temperature or duration; availability, terms and
     development of capital; business abilities and judgment of personnel;
     changes in, or the failure to comply with governmental regulations,
     particularly those affecting the environment and water quality;
     competition; success of operating initiatives, advertising and
     promotional efforts; existence of adverse publicity or litigation;
     changes in business strategy or plans; quality of management; general
     economic and business conditions; the ability to satisfy the conditions
     to closing set forth in the definitive agreement; and other factors
     described in filings of the Company with the SEC. The Company undertakes
     no obligation to publicly update or revise any forward looking statement,
     whether as a result of new information, future events or otherwise.

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